pdf (2.5 MB) - METRO Group

Metro Group : annual report 2010 : BuSineSS
→ RePoRt oF tHe sUPeRVisoRY BoaRd
Corporate governance
the management Board and the supervisory Board report on metRo GRoUP’s corporate governance in
the corporate governance report for 2010.
in 2010, the management Board and the supervisory Board of metRo aG issued two declarations of compliance
with regard to the recommendations of the Government Commission on the German Corporate
Governance Code pursuant to § 161 of the German stock Corporation act (may and december 2010). Both
declarations were made permanently available to shareholders on the internet site www.metrogroup.de
and appear in full in the corporate governance report 2010.
Before the supervisory Board’s meeting in march 2010, the auditor issued a declaration of autonomy,
required under subsection 7.2.1 of the German Corporate Governance Code. the requirements of subsection
7.2 of the German Corporate Governance Code governing the contractual relationship between the
Company and its auditors have thus been fulfilled. among other things, it was agreed that the auditors
would promptly inform the chairmen of the supervisory Board and the accounting and audit Committee
about any possible disqualification or bias issues arising during the audit that cannot be promptly corrected.
Until the conclusion of the audit on 28 February 2011, the auditor never reported any disqualification
or bias issues to the supervisory Board. Furthermore, the supervisory Board never had any reason
to believe that there were ever any disqualification or bias issues.
Annual and consolidated financial statements 2010, report
on relations with associated companies 2010
the annual financial statements of metRo aG, in consideration of accounting, for the financial year 2010
that were submitted by the management Board pursuant to regulations laid down in the German Commercial
Code, the metRo aG management report for 2010, the consolidated financial statements 2010
compiled by metRo aG according to international Financial Reporting standards (iFRs) and the Group’s
management report 2010 were reviewed by KPmG aG Wirtschaftsprüfungsgesellschaft and were given
unqualified approval. the auditor provided a written report on the findings.
the supervisory Board reviewed the annual financial statements of metRo aG and the consolidated financial
statements for the financial year 2010, the management report of metRo aG and the Group’s management
report for the financial year 2010 as well as the management Board’s proposal to the annual General meeting
2011 on the appropriation of the balance sheet profit. For this purpose, these documents and the reports of the
auditor were provided in a timely manner to the supervisory Board, and were discussed and reviewed in detail
during the supervisory Board’s annual accounts meeting held on 15 march 2011. the auditor attended this
meeting, reported the key findings of the reviews, and was at the supervisory Board’s disposal to answer questions
and to provide additional information – even in the absence of the management Board. the auditor did not
report any material weaknesses of the internal monitoring and risk management system with regard to the
accounting process. the auditor also provided information on services rendered in addition to auditing services.
according to the information provided, no disqualification or bias issues arose. the supervisory Board
concurred with the findings of the auditor’s review. in a concluding finding of its own review, the supervisory
Board determined that no objections were necessary. the supervisory Board, in particular, supports the conclusions
reached by the management Board in the management report of metRo aG and the Group’s management
report. the supervisory Board has endorsed the annual financial statements made by the management
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